$250,000,000

Common Stock

Preferred Stock

Depositary Shares

Warrants

Rights

Units

 

We may offer, from time to time, one or more series or classes, separately or together, and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus, the following securities:

 

● Shares of our common stock, $0.0001 par value per share, or our common stock;

 

● Shares of our preferred stock, $0.0001 par value per share, or our preferred stock;

 

● Depositary shares representing our preferred stock, or depositary shares;

 

● Warrants to purchase our common stock, preferred stock or depositary shares;

 

● Rights to purchase our common stock or preferred stock; and

 

● Units comprised of shares of our common stock, shares of preferred stock, warrants or rights in any combination and in one or more series

 

We refer to our common stock, preferred stock, depositary shares, warrants, units and rights registered hereunder collectively as the "securities." We may offer these securities with an aggregate public offering price of up to $250,000,000, or its equivalent in a foreign currency based on the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. The aggregate initial offering price of all securities we offer under this prospectus will not exceed $250,000,000.

 

We will deliver this prospectus together with a prospectus supplement setting forth the specific terms of the securities we are offering. The applicable prospectus supplement also will contain information, where applicable, about U.S. federal income tax considerations relating to, and any listing on a securities exchange of, the securities covered by the prospectus supplement.

 

We may offer the securities directly to investors, through agents designated from time to time by them or us, or to or through underwriters or dealers or through any combination of these methods. If any agents, underwriters, or dealers are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see "Plan of Distribution" beginning on page 13. No securities may be sold without delivery of a prospectus supplement describing the method and terms of the offering of those securities.

 

Our common stock is listed on the Nasdaq Capital Market, or the Nasdaq, under the symbol "GOAI." On March 17, 2026, the closing price of our common stock was $4.32 per share.